I hate the fact that I'm prefixing this thing. I've always felt that the need to explain negates from the actual text. But in this instance I thought I might clear up some questions that could come up. First, and please don't let this scare you away from my writing, feel free to hate this story. I have been praised by many for my original fiction and not even I with my awkward humility can deny that I am a good writer, but fanfiction is generally lost on me. I struggle to make a plot from someone else's. I want to steal bits and pieces and make an original story, but somehow that usually backfires. This is more a story of the marvel universe than Spider-man or X-men or any movie or tv show or comic book. The complete reality I'm trying to create is a modge-podge of all three, which shouldn't surprise you considering the general fluidity of the timelines and realities within the marvel universe over the years. As a child I watched all of the marvel cartoons religiously and as a teen-ager I collected x-men and spider-man titles consistently for seven years. In college I now go out and buy the movies. I've also read a few novels based of the marvel universe. With that hideously long explanation this story starts in the world of Spider-man 2 and stems from a curiosity I've had about lesser powered mutants since I finished reading the X-treme X-man comic series. Oh, and if you would like to edit this or give me any ideas or critique feel free. You might not be able to tell from this story but I've been through several writing workshops. I have a pretty thick skin when it comes to critiques. So fire away. :-D

"Kid 2: It's good to have you back,

Spider-Man. (Peter finishes putting

on the mask and the passengers of

the train help him stand)

Doc Ock: (smashes through the front

Of the car) He's mine!

Large Italian looking man: You want

to get to him, you gotta go through me.

Middle aged man: And me.

Brunett woman with glasses: (steps in front of Spider-man) Me too.

Doc Ock: Very well.(all the people

standing before Spider-man are

knocked into the walls of the train)"

Dear Diary, October 30, 2003

There's something I have to tell say. Something that requires me to give some back story—something I've left out. I'm sad because even after I write this I'll probably have to burn it, or leave it in the ground for the worms to eat, but if I don't write this it'll smolder in me and drive me mad.

First of all: You know I've had a fascination with Spider-man. I've written about him before when I see him swinging through the sky on his web. It's amazing. I also know I mentioned when Spider-Man saved that train full of people last April. What I didn't mention was that I was on that train. Not in the back care wondering why the train was speeding up, no, I was in the front car with the action. I watched Spider-Man fight Dock Ock and I watched him save us. And I saw his face.

Right after the train stopped he passed out, from exhaustion I suppose, but some of the men caught him and lifted him back into the car. His mask was gone. He has brown hair, pale skin, and blue eyes. I memorized his face and since I'm an empath I memorized the feel of him too. That in the few minutes before Doc Ock smashed into the car and demanded him back. I don't know what possessed me to step in front of Spider-man or to tell Ock that he had to go through me too but I did. I got a concussion that day and my glasses were smashed into my face (I still have a small scar under my left eye). It all happened so fast that I almost thought I had dreamed seeing him at all.

After that I saw him on the trees sometimes, walking like an ordinary man, no costume and no mask. And I saw him on tv standing beside Mary Jane Watson, the most beautiful woman in New York City, just the lucky man who happened to be in love with a famous woman. I wondered if she knew who he was, if she worried when she heard sirens or when a new bad guy invaded the city, but I never said anything. I told no one about what I knew. I didn't approach him either. I didn't even write it in here. It was my secret.

The tv taught me his name-- …"Peter Parker, standing next to the radiant Mary Jane Watson at the opening of…"—but I didn't try to find out about his life or where he lived or what he loved. I figured I had no need to twine my life with his. I didn't want to be famous.

Then at the beginning of this semester I signed up to be a History tutor, you know that. What I didn't say was that my 2:30 Thursday appointment was Peter Parker. I didn't know he went here. I didn't even know he went to college. Apparently he waited until the last possible moment to take the required history courses. When I asked him why he told me he was a photographer, not a historian, but the tutoring paper I'd received said he was a bio-chemistry major. I asked him about that too. He said he took pictures—of Spider-Man—for the Daily Bugle. Ironic.

I've been tutoring him since then, once a week, for two hours. We became friends. It's odd I know. I resisted at first, for propriety's sake, but he didn't seem to recognize me so I stopped fighting the inevitable course of things. The truth was: I really did want to get to know him, the man who saved my life.

We hung out a few times, just two three or four, and I even met MJ (that's what Peter calls Mary Jane), though her and I didn't really talk. Peter is shockingly smart. I'll give you that much about him. It's comforting to think we have a genius protecting this city. I learned that he had an aunt who he thought of like a mother and I developed quite a crush on him. I suppose that was inevitable too.

That brings me to what I have to say so very much that I'm breaking my silence. Last night Peter called me. I didn't have to be an empath to know something was very wrong. I was at the library when he called and we arranged to meet at my apartment (he'd never been there before and I don't' know what possessed me to invite him this time, but I did). Once inside I watched him slide down the wall and cry in my floor. MJ had broken up with him. He told me he couldn't say why, but I think I know. Having a superhero for a boyfriend has to be bad for the nerves.

After a bit of huffing and coaxing I managed to get him to my sofa. Then as I stood there looking at him sitting miserably on the couch with his head on his knees I was struck by how different he was—how real he was. Affection flowered in my heard, and dare I say it—a bit of love as well. I sat down beside him determined to comfort him and wrapped him in the hug, you know, trying to whisper comforts: It's ok, it'll be ok, MJ will come back, you're great, life always moves on. Then all of a sudden his mouth was on mine. Peter parker—Spider-Man—was kissing me.

To my discredit I let him. I figured, what could it hurt? I'll never think that again. His hands dropped to my hips and when I sighed at his firm touch he slid his tongue into my mouth. It was warm and strong and exquisite. The nagging voice in the back of my head that said this was wrong was silenced under the taste of him.

I became aware of myself again because of the pain in my head. My shirt was gone, so were my shoes. And I was straddling Peter's legs. His shirt was off and his fly was half unzipped under my hands. I froze, shocked, and pulled my hands back. His body is magnificent. It has to be. Ripped abs and huge shoulders, gymnast's shoulders. They'd have to be like that not to get torn from the sockets when he swings from his webs. His arms are large and defined, and his legs, I'll never forget what they felt like under mine. Long. Strong. Perfect. I'll never forget any of it.

Of course he hadn't noticed I'd stopped, so absorbed was he in his pain. Pain I could feel screaming through y mind. He was mourning her. I was hardly even part of the equation, a distraction, a pleasure to ease the pain he felt was killing him. And if I'd let myself be that for him it would have killed me inside.

I rested against his chest one last time, to feel his warmth seep into me, and kissed his neck softly before climbing off him. He opened his eyes then and they were hazy, but not with anything he felt for me. I found my shirt on the floor and slipped it on. "Karley." He said my name like he wanted me but I shook my head. How could I have been so stupid? I should have told him to find a different tutor. The first mutinous tears slipped down my face. "No, Pete," I whispered because that was all I could do without crying outright, "I'm not a temporary, a one-nighter, or a stand in. MJ is going to call you back and you will make up with her. I won't let myself be the thing you regret." Pretty elegant wasn't it? Well, it doesn't sound so great when it's tear-logged.

Peter sat up and stared at me blankly for a moment. Then he jolted up zipping his fly and fumbling with his shirt in his haste to get away from me. I caught his arm just as he passed me for the door. I had to say something because he looked like he was about to vomit.

"Don't quick tutoring, ok? I'll find you a different one if you need it, but I didn't' help you all semester just to have you fail." I tried to make it a joke but I couldn't even smile at it myself so it definitely didn't reach Peter. "And don't tell MJ, Pete. I won't. You don't ever have to worry about me bringing this up or hanging it over your head. It'll never happen. Everyone makes mistakes, especially when they're upset. So just-just don't worry."

Peter didn't say anything. He touched my cheek and walked out the door. I wonder if he heard a word I said. When I stepped outside he was gone. Swinging through the air with a different face on I'm sure.

He called me around two today. Sooner than I expected. He and MJ are tentatively back together. He asked for a different tutor. I wish I'd been at the back of the train that day or maybe not on it at all, because I haven't stopped crying since he called.

Dear Diary, November 18, 2003

The government has gone insane. I just wanted to make that a formal statement. They have to be crazy when they let some senator in who wants to register all mutants. He said, "Mutants pose a real threat. They could harm any man, woman, or child walking down the street. They're living weapons." How about this? I'll register myself as soon as everyone with martial arts and street fighting skills registers too, because I'm quite sure they're more dangerous than I am. For now I'm hoping the bill he's proposed to make the registering of mutants (like guns) mandatory won't pass. If it does I might have to move to Canada.

Dear Diary, December 15, 2003

I graduated today. Waited three and a half hours, through several lectures and half the graduating class (last name letters A-N), in order to walk across that stage and get my diploma: Honorary Bachelor of Arts in English literature with a double minor in History and Sociology. It only took me four and a half years. Peter Parker walked too. He graduated in three and a half, early. We politely ignored one another.

The day was going perfectly until Mary Jane approached me. I was leaving and she was angry and jealous. Peter Parker was no where to be found. I told him not to tell her. I said I wouldn't bring it up, but still he told. Such a boy scout. If I didn't own him my life I'd be severely pissed right now.

"Peter told me about you two." She said, pulling herself to her full height (which in those heals made her about ten inches taller than me).

I tried to play it off. "Tutoring?" It didn't work.

Her eyes narrowed, "The night he and I were separated." I sighed and tried to walk about but she followed me. Word to the wise: Mary Jane Watson has quite a jealous streak. "I thought you were his friend." That stopped me. Once she decided she had my attention again she continued, "Why didn't you stop him?"

I laughed at the irony and stepped closer to her so I wouldn't be over-heard. I know I was being audacious but she was ruining a very good day. "In case you didn't know, MJ, I'm half in love with your boyfriend. The question you should be asking is why did I stop him." I turned to go but she spoke again. This time her voice was less icy.

"Why did you stop him?"

Ah the rub. But I looked at her and smiled as kindly as I could. She is beautiful you know, the belle wherever she goes. "Because he's in love with you, MJ, and everyone else is just second best." She didn't follow me after that and I'm grateful. I met my family where we'd parked our cars before the ceremony and we went out and celebrated. It was a good time. I hope my hero and his lady had a good time too.

I no longer wish so badly that I hadn't been on the train.

Dear Diary, January 5, 2004

Something is very very wrong. I can feel it in the air and on the auras of the people in the street. Reed Richards and his crew are out patrolling almost daily. They never wander around like look out guards. I've spotted Iron-man in the air twice and I've even caught site of a few of the X-men. That's what scares me the most—the X-men. They're the cavalry. The news hasn't said anything but danger snaps in the air like static. I haven't seen Peter since graduation. I'm wondering if I should hang out on a roof top and try and locate him. It's insane, I know. But all this-it's all very insane already. And I'm scared.

Dear Diary, January 15, 2004

I met with him—Spider-Man. It was difficult. I think my secret's out now too. Remember how I said that I'd memorized the feel of him? Well, I followed that feeling to the top of a building. It was one of those ones with the rounded Italian roofs. I could feel that he came up there a lot so I sat down and waited. He did come by. Sometimes I think luck is on my side. It all went down something like this:

Spider-Man was walking by so I sat forward a bit and said "You're not even going to say hello?" He jumped and if I hadn't been so scared of falling to my death on the rounded roof I would have laughed at him. When he looked at me I knew he was frowning. "Who are you and what do you want?" But I wasn't interested in games. "Pete, it's me, Karley, and I need to talk to you." That got his attention.